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TPG Pace Holdings and Accel Entertainment Announces Closing of Business Combination

November 20, 2019

CHICAGO & FORT WORTH, Texas--(BUSINESS WIRE)--Nov 20, 2019--

TPG Pace Holdings Corp. (“TPG Pace”), a special-purpose acquisition company sponsored by an affiliate of TPG, announced today the completion of its previously announced business combination with Accel Entertainment, Inc. (“Accel” or the “Company”), a leading gaming-as-a-service provider. In connection with the closing, the Company has been renamed Accel Entertainment and will begin trading on the New York Stock Exchange under the ticker symbol “ACEL”, effective November 21.

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On June 13, 2019, TPG Pace and Accel Entertainment entered into a definitive business combination agreement. The transaction was approved by more than 98% shareholders of TPG Pace on November 15, 2019. Its Board of Directors had previously approved the business combination and recommended that its shareholders vote in favor of the proposal. With the closing of this transaction, Accel becomes a leading pure-play listed company focusing on gaming-as-a-service.

Karl Peterson, Chairman of Accel Entertainment, commented, “We sought to sponsor the listing of an exciting growth company and with today’s closing we have done exactly that. We look forward to working closely with Andy and the Accel team to execute the next phase of our business strategy as a leading pure-play publicly listed gaming-as-a-service provider.”

Andy Rubenstein, co-founder and President and CEO of Accel Entertainment, stated, “This transaction is an important milestone for Accel and our mission of being the partner of choice for local businesses who want to offer gaming to their customers. It’s an exciting time for Accel Entertainment and I look forward to working with Karl and his team as we pursue the next chapter of our story.”

As previously announced, Accel’s management team, led by Co-Founder and CEO Andy Rubenstein, will continue to lead the Company. With the closing of the transaction, all previously announced Accel Board members have been approved and their positions have taken effect. The Accel Board is comprised of: Karl Peterson, Chairman of the Board; Andy Rubenstein, Accel Co-Founder and CEO; Gordon Rubenstein, Accel Co-Founder; Ken Rotman, Chief Executive Officer and Managing Director at Clairvest Group Inc.; David “Buzz” Ruttenberg, Founder and Chairman Emeritus, Belgravia Group; Eden Godsoe, VP of operations at Zeus Living; and Kathleen Philips, former CFO and Chief Legal Officer of Zillow Group.

About Accel

Accel is the largest terminal operator of slot machines and amusement equipment in the Illinois video gaming market. Starting in October 2012, Accel has been dedicated to providing top of the line care and service to more than 2,200 locations and their customers across the state. For more information, visit http://www.ir.accelentertainment.com

About TPG

TPG is a leading global alternative asset firm founded in 1992 with more than $108 billion of assets under management and offices in Austin, Beijing, Boston, Dallas, Fort Worth, Hong Kong, Houston, London, Luxembourg, Melbourne, Moscow, Mumbai, New York, San Francisco, Seoul, and Singapore. TPG’s investment platforms are across a wide range of asset classes, including private equity, growth equity, real estate, credit, and public equity. TPG aims to build dynamic products and options for its investors while also instituting discipline and operational excellence across the investment strategy and performance of its portfolio. For more information, visit www.tpg.com.

About TPG Pace Group and TPG Pace Holdings

TPG Pace Group is TPG’s dedicated permanent capital platform. TPG Pace Group has a long-term, patient, and highly flexible investor base, allowing it to seek compelling opportunities that will thrive in the public markets. TPG Pace Group has sponsored three special purpose acquisition companies (“SPACs”) and raised more than $2 billion since 2015. The first of these vehicles, Pace Holdings Corp., was used to sponsor the public listing of Playa Hotels and Resorts in March 2017 (NASDAQ: PLYA). The second, TPG Pace Energy Holdings Corp., was used to sponsor the public listing of Magnolia Oil & Gas Corporation in July 2018 (NYSE: MGY). For more information, visit www.tpg.com/tpg-pace-holdings.

Additional Information and Where to Find It

TPG Pace has filed with the SEC a registration statement (the “Registration Statement”), which was declared effective on October 29, 2019 and which includes a proxy statement/prospectus with respect to TPG Pace’s securities to be issued in connection with the proposed business combination contemplated by the amended Transaction Agreement (the “Business Combination”). The Registration Statement and the accompanying definitive proxy statement/prospectus contains important information about the proposed Business Combination and related matters. COMPANY SHAREHOLDERS ARE URGED AND ADVISED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS. The Registration Statement, the definitive proxy statement/prospectus, other relevant materials and any other documents filed by the Company with the SEC may be obtained free of charge at the SEC’s website, at www.sec.gov. In addition, shareholders will be able to obtain free copies of the Registration Statement by directing a request to: TPG Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: pace@tpg.com.

Participants in the Solicitation

TPG Pace, Accel and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the TPG Pace’s shareholders in connection with the proposed Business Combination. Information about TPG Pace’s directors and executive officers is set forth in TPG Pace’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, which was filed with the SEC on February 13, 2019. These documents are available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to: TPG Pace Holdings Corp., 301 Commerce Street, Suite 3300, Fort Worth, Texas 76102, email: pace@tpg.com. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Company shareholders in connection with the proposed Business Combination are set forth in the Registration Statement for the proposed Business Combination. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination is included in the Registration Statement that TPG Pace has filed with the SEC.

Forward Looking Statements

This Current Report includes “forward looking statements” as defined within the Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of present or historical fact included in this Current Report regarding the proposed Business Combination, TPG Pace’s ability to consummate the Business Combination, the benefits of the Business Combination and the future financial performance of TPG Pace following the Business Combination, as well as TPG Pace’s strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management are forward looking statements. Forward-looking statements may be identified by the use of words such as “could,” “should,” “will,” “may,” “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions (or negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the risk that the proposed Business Combination disrupts current plans and operations of Accel or its subsidiaries or TPG Pace as a result of the consummation of the Business Combination; (2) litigation relating to the Business Combination; (3) the inability to complete the private placements as set forth in the Subscription Agreements; (4) the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of the combined business to grow and manage growth profitably; (5) the inability to successfully retain or recruits officers, key employees, or directors following the Business Combination; (8) effects on Pace’s public securities’ liquidity and trading; (6) the market’s reaction to the Business Combination; (7) the inability to meet the NYSE’s listing standards following the consummation of the Business Combination; (8) the lack of a market for TPG Pace’s or Accel’s securities; (9) TPG Pace’s and Accel’s financial performance following the Business Combination; (10) costs related to the proposed Business Combination; (11) changes in applicable laws or regulations; (12) the possibility that TPG Pace or Accel may be adversely affected by other economic, business, and/or competitive factors; (13) the possibility that the expected benefits of Accel’s acquisition of 100% of the outstanding membership interests of Grand River Jackpot, LLC may not occur; and (14) other risks and uncertainties indicated from time to time in the Registration Statement, including those under “Risk Factors” therein, and other documents filed or to be filed with the SEC by TPG Pace. You are cautioned not to place undue reliance upon any forward looking statements, which speak only as of the date made. Forward-looking statements included in this Current Report speak only as the date of this Current Report, TPG Pace undertakes no commitment to update or revise the forward looking statements, whether as a result of new information, future events or otherwise.

Disclaimer

This communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed Business Combination or otherwise, nor shall there be any sale, issuance or transfer or securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act and applicable regulations in the Cayman Islands.

View source version on businesswire.com:https://www.businesswire.com/news/home/20191120005933/en/

CONTACT: Media:

For TPG

Luke Barrett / Courtney Power

415 743-1550

media@tpg.com

For Accel

Eric Bonach

Abernathy MacGregor

212-371-5999

ejb@abmac.com

KEYWORD: UNITED STATES NORTH AMERICA ILLINOIS TEXAS

INDUSTRY KEYWORD: ELECTRONIC GAMES CASINO/GAMING ENTERTAINMENT

SOURCE: Accel Entertainment

Copyright Business Wire 2019.

PUB: 11/20/2019 04:05 PM/DISC: 11/20/2019 04:05 PM

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